ICO/STO

Estonia does not have a law adopted specifically for the regulation of token/coin issuance. However, it does not mean that no laws apply. The creation and subsequent offer of tokens to the public is regulated by a large spectre of legal acts.

For this reason, it is necessary to clearly establish the rights that are attributed to the token holders. The Estonian Financial Supervision Authority (FSA) has issued guidelines emphasizing that while assessing token issuance, the substance prevails over form.

According to the FSA guidelines, the main distinction is between the so called “utility tokens” and the “security tokens”. Therefore, the following laws, among others, may apply:

• Law of Obligations Act
• Securities Market Act
• General Data Protection Regulation
• Credit Institutions Act
• Money Laundering and Terrorist Financing Prevention Act
• Investment Funds Act
• Payment Institutions and E-money Institutions Act

NJORD Law Firm is the only law firm who collects and manages statistics on ICOs in Estonia. The table contains the list of Estonian legal entities, periods of token sales, description of the service to be provided and the amount of funds raised in USD.

Our lawyers assist clients to sale utility or security type of tokens. The list of possible legal assistance is below:

• Business model analysis
• White Paper analysis
• Token Sale Agreement
• Privacy Policy
• Terms of Use
• Legal Opinion
• Company incorporation
• AML Compliance
• Legal consultation on tax issues
• Disclaimers/risks
• Simple Agreement for Future Tokens (SAFT) / Simple Agreement for Future Equity (SAFE)

Besides the legal assistance, NJORD Law Firm has cooperation partners who can help companies to open bank/payments account, set-up KYC/AML process, accounting.